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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 1999
MICHIGAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation or organization)
0-7515 38-2011532
(Commission File Number) (IRS Employer Identification No.)
101 West Washington Street, Marquette, Michigan 49855
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (906) 228-6940
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Information to be Included
In the Report
Michigan Financial Corporation hereby amends its Current Report on
Form 8-K as set forth below. Michigan Financial Corporation originally filed its
Form 8-K with the Securities and Exchange Commission on November 3, 1999.
Item 5. Other Events.
On November 2, 1999, Michigan Financial Corporation ("MFC") executed
an Agreement and Plan of Reorganization with Wells Fargo & Company ("Wells
Fargo") (the "Agreement") providing for the merger of a wholly-owned subsidiary
of Wells Fargo ("Merger Sub") with and into MFC (the "Merger"). As a result of
the Merger, MFC will become a wholly-owned subsidiary of Wells Fargo and each
share of common stock of MFC ("MFC Common Stock") outstanding immediately prior
to the Effective Time of the Merger shall be exchanged for the number of shares
of common stock of Wells Fargo, $1-2/3 par value per share ("Wells Fargo Common
Stock"), determined by dividing 4,418,605 (subject to certain possible
adjustments) by the number of shares of MFC Common Stock then outstanding.
As of November 3, 1999, there were 6,464,961 shares of MFC Common
Stock outstanding. The maximum number of shares of MFC Common Stock that would
be outstanding as of the effective date of the Merger if all options, warrants,
conversion rights and other rights with respect thereto were exercised is
6,724,894.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of MFC's shareholders, registration under the
Securities Act of 1933, as amended, of the shares of Wells Fargo Common Stock to
be issued in the Merger, listing of the shares of Wells Fargo Common Stock on
the New York Stock Exchange and the Chicago Stock Exchange and receipt of all
required approvals by all governmental agencies of the transactions contemplated
by the Agreement. It is expected that consummation of the Merger will occur as
soon as practicable after the satisfaction of all such conditions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICHIGAN FINANCIAL CORPORATION
Dated: November 4, 1999 By: /s/ Howard L. Cohodas
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Howard L. Cohodas, President
